Is it Over?
by glorifiedgleek
Summary: Emma is in love with Carl, Will is madly in love with Emma. Can Will get out of the friend zone?  Semi-based on spoilers and promos
1. Chapter 1

It was a new year and a time for new beginnings at McKinley. Will drove to work with a smile on his face. The woman seated in the passenger seat tended to cause his lips to perk up, just at her very presence.

Every now and then, he would steel a glance her way, maybe hoping to find her already steeling a glance at him. But alas, every time he would look over, he would just find her peering at the window seeming as if she wouldn't like anything more than to be out of his car.

Yes, Will had noticed that Emma seemed to always tense up at the thought of being alone with him again. He couldn't really blame her. The last couple times they were together were pretty intense. First, he had ended up planting one on her.

But that's not all he did. He also had declared his love for her and was a little hurt that he didn't get a declaration in return. No, the long lashing he got from her the next day in her office made it clear that she wasn't interested anymore. It would appear that she had moved on.

Just the thought of that quickly turned Will's smile into a frown.

"Thank you for the lift Will. I'll pay you back for the gas," she said, still glancing out of the window.

"That's nonsense Emma. We're going to the same place. And when I saw you on the side of the road like that, there was no way I would have ever left you."

"Well, thanks again. You know, I almost didn't know that was you when you pulled up. Your new car is definitely a step up from that old clunker," she turned toward Will with a grin.

"Well yeah," Will giggled back. "I just thought it was finally time for a change, you know. It felt good to get out of that old apartment, get a smaller place, and splurge a little on this baby," he tapped the top of the dashboard of his new yellow convertible.

Emma giggled again. "I like it. It's new, so it's fairly clean of course. And did you know that yellow was my favorite color?"

"No, I had no idea," he lied. "I guess it was just fate. You know, I almost got a blue one, but this one just spoke to me."

They were silent for a few moments, "This is nice."

"What is," Will glanced over.

"That was the first silence that we've had that wasn't caked in awkwardness."

Will smiled. "Yeah, this is nice."

"I really want us to be friends Will," Emma repositioned herself so that she was facing him. "We were really there for each other before and I really miss that."

Will turned to her. Stared for a second. They were really there for each other before. Before his I love you. Before Carl. Before his divorce. Before April and Shelby. Before...before their first kiss. Before they were a couple in general.

Maybe it would be best for them to be friends. That did seem to be the time when they were happiest with each other.

He turned back to the road. "Yeah Emma, I want us to be friends too. I think that would be best."

"Good," said Emma. "I want you to meet Carl."

If Will had been drinking something, it would be all over the windshield at the moment. "What?" he turned in shock.

"You mean a lot to me Will," she explained. "I want him to know everyone who's important to me in my life."

"But, don't you think that would be a bit awkward?" he turned to her again.

"No," she answered promptly. "He's forgiven you for kissing me. And he actually really wants to meet you."

"You told him that I kissed you?" He asked surprised. "Did you also tell him about-"

"What you said," she finished his thought.

"Yeah," Will nodded.

"I did. He wasn't too happy about it all at first, but I told him that it didn't mean anything to me. And that I totally set you straight about it."

"That you did." He thought back to the scolding he had gotten the next day and his heart sort of broke a little at her saying that all of it meant nothing. To him, it meant everything. Had she completely given up on them?

"So after we were clear on that, he said he really wanted to meet you, since you were such a good friend to me, and well, I agreed. He's already met my parents and they love him."

Will's heart broke a little more. He started to wonder if this was some sort of roundabout payback for all the times he would come to her for advice about him and Terri. When he pulled up to his parking spot at school, he couldn't have been more relieved.

He turned off the engine. The last thing he wanted to do was meet the man who was dating the woman he was in love with, but because he was her friend, he said "Okay, fine. I'd love to meet Carl."

"Good," Emma said as Will got out of the car. "I'm going to have him pick me up today. I can introduce you guys then."

Will froze. Not only from the words Emma had just said, but it appeared as if he could see Terri, his ex-wife making a mad dash to his car.

Emma noticed Terri too when she pushed past Will and greeted her by spouting "Hey home wrecker."


	2. You know, this is weird

Emma turned to Terri with a disgusted look on her face. She couldn't believe that Terri was calling her a home wrecker. Terri did a pretty good job of wrecking her own home and right when Emma was getting ready to open up her mouth and say just that, Will stepped in between them.

"Do I have to remind you that we're divorced?" Will said to Terri with a hint of exasperation in his voice. Apparently, this wasn't the first time Emma had been called a home wrecker by her.

"No, Will of course you don't have to remind me that we're divorced. The reason why is sitting right behind you," Terri leaned past Will and glared at Emma, who was still strapped in her seat belt. "What," she prodded. "You have nothing to say to me?"

Emma opened her mouth again to speak, but once again Will got there first. He repositioned himself so that he was once again in between the two of them. "Leave her alone Terri. She's not the reason why we got divorced and you know it. What are you even doing here?"

Terri cleared her throat. "I came to talk to you. I didn't realize you and the harlot were carpooling now."

"Now Terri that is enough," Emma finally spoke up. She unfastened her seat belt and got out of the car. "I'm sorry that your marriage turned out the way it did, but it's really not my fault. You need to accept that if you're ever going to get closure."

"Closure?" Terri asked in disgust. "What are you? Doctor Phil or something? I'll show you how I can find closure."

She took off her glasses and began to charge toward Emma. Emma put her hands over her face and let out a little yelp, but Terri had to get past the car and Will to get to her. Will quickly grabbed Terri by the waist before she could really get anywhere.

"Let me go," Terri yelled as she wiggled under Will's grasp. "All I have to do is push her down just once and she'll be comatose for life."

Terri was probably right. Just the thought of her whole body being exposed to all the germs that were surely on the road would have made Emma gag if she had the reflex.

"Um Emma, I think now would be the time for you to try to get away," Will said with a firm grip on a struggling Terri.

"Right," Emma fast walked her way into the building. As soon as she was safely inside Will released his grip on Terri.

"When did you get so strong?" Terri asked breathlessly.

"What did you want to talk about?" Will asked impatiently. "I have to teach a class in about 15 minutes."

A smile came across Terri's face.

* * *

Will knocked on Emma's door during lunch. He felt the need to apologize for the way Terri had acted earlier. He opened the door hesitantly when Emma motioned for him to come in.

"I just wanted to say that I'm sorry for Terri earlier. She's a real head case if you couldn't tell before."

"That's fine Will. Have a seat." Will took what used to be his normal seat across from her. "You have no need to apologize for her," she continued. "Her words are nothing I can't handle. But thank you for stopping her from clobbering me though. That would not have been a pretty site." She let out a small laugh.

"Yeah," said Will. "You comatose on the school parking lot would have been pretty hard to live down." He laughed himself.

"What did she want to talk to you about?" Emma asked. "Just curious."

"Oh, nothing." Said Will. "Just, apparently she's going out with the new coach of Vocal Adrenaline. She kind of wanted to rub it in my face like I'm supposed to be jealous or something." He rolled his eyes.

"Are you jealous?" Emma raised an eyebrow.

"No, of course not," Will scoffed. "She can do whatever she wants. She's an unmarried woman."

"Hmm," Emma mused.

"Hmm what?" Will asked frantically.

"Nothing," said Emma. "It's just apparently, she doesn't want to be an unmarried woman. That's all."

"Emma, there's no way I would ever go back to her. If she thinks for a second that she can make me jealous, she's delusional."

"If you say so," said Emma.

"I do say so," said Will. He paused for a moment. "You know, this is weird."

"What is," Emma asked puzzled.

"This," Will repeated. "Talking about this stuff with you. Don't you feel awkward?"

"No," said Emma shaking her head. "We're friends and friends talk about this kind of stuff right? We used to talk about you and Terri all the time."

"Yeah," said Will he ran a frustrated hand through his curls. "But that was before."

"Yeah," said Emma. "And I thought we were trying to get back to before. I thought we were trying to be friends." She placed a hand on top of his. "It's certainly better than ignoring each other like we've been doing for the past few months."

Will had to hold back a shiver when Emma put her hand on his. It felt so good to have physical contact, of any kind with her again. He pondered her words. She was right.

Like it or not, it would appear that there was no way him and her were going to be getting back together any time soon. It was either be her friend or be nothing to her. The choice was obvious.

Will put his other hand on top of hers. "You're right Em. If I can't be with you," Emma's face went blank. "Then being your friend is the next best thing." He rubbed her hand with his thumb then smiled.

Emma hastily removed her hand from in between Will's. "Right. Well um...I have a lot of work to catch up on. I think I'll skip lunch."

"Emma, it's the first day back," Will laughed. "You couldn't possibly have that much. Plus, I thought that was the point of eating in the office anyway."

Emma gave Will a stern look. It was obvious that she just wanted him to leave.

"Okay, okay. I can take a hint," he got up and headed toward the door.

"Oh Will," Emma said once he reached the handle. "Don't forget that you're meeting Carl today."

He grimaced, then turned the handle. He looked back with a smile. "I can't wait."

* * *

_**Coming up, we finally meet Carl.**_


	3. Is this guy perfect?

Carl Howell was very nervous when he pulled up to McKinley High School in his 2010 Toyota Prius Hybrid. He wasn't sure if Emma would be upset with him or not for not being able to pick her up earlier. Work was just too urgent.

Luckily, her good friend Will saw her and was able to give her a ride. They'd have to pick up her car at the tow place before Carl would drop her off at home. He'd been offering for months to help her buy a new car, but she would always refuse. Maybe now she'd change her mind.

He walked inside and began to roam through the halls looking for Emma's office when suddenly he heard "Uncle Carl?"

He swung around to see who possibly could be calling him. All his nieces stayed in Columbus with his sister.

"Uncle Carl, it is you," he noticed Mercedes, the daughter of his colleague Jim walking toward him. He quickly opened his arms to receive the hug that was coming his way.

"Hey, I forgot that you go here," he laughed.

"What?" Mercedes asked as the hug ended. "You mean you aren't here to surprise me or something?"

"No," he paused. "Actually, can you let me know where Ms. Pillsbury's office is?"

"Mrs. P?" Mercedes raised her eyebrows. "Why would you want to see her for? Nevermind, I'll lead the way."

Carl gladly fell into stride behind Mercedes. "I was heading this way anyway," she continued. "The choir room is pretty much right next door."

"Oh," Carl remembered Jim bragging about what an awesome singer Mercedes was and how she had blossomed so from being in the glee club. She did have a new found air of confidence about her. As a kid she was always so shy but did have quite the attitude.

"Mercedes, you said Mrs. P before." Emma had never mentioned being married. Well there was her almost marriage to a one Ken Tanaka, but she had never mentioned an ex before.

"Yeah, it's just a nickname. It's shorter than having to say Ms. Pillsbury all the time," she paused. "Oh yeah, I probably should be saying Ms. P. Oh well, too late to change the name now. Mrs. P sounds cooler anyway."

Carl breathed a sigh of relief at the fact that Emma hadn't been married before. Not that it would have been a problem, but he would have wondered why she'd never told him of it.

"Here we are Uncle Carl," Mercedes paused in front of the door to an all glass office. From description Carl knew that this was in fact Emma's office. He peered in and could see her with her head down signing a form.

"Thank you Mercedes," he smiled.

"No problem," Carl reached for the door handle and Mercedes began to walk further down to the choir room. "Uncle Carl," she turned around. "The practice should be starting soon. I'd love for you to see me sing before you go."

Carl pondered. Wasn't The Will the director of the glee club? He thought maybe he could kill two birds with one stone.

"Sure Mercedes, I'll be there." Mercedes smiled then walked the rest of the way into the choir room.

When she made it inside, Carl turned the handle to Emma's office. "Emma honey, I'm here," he beamed.

Emma looked up in surprise. "Hi hun." She got up from his desk and gave him a hug. "I thought you were gonna call and I would meet you outside."

"Nope. A gentleman always walks in," he laughed. "So you're not mad at me?"

"Mad at you?" Emma looked perplex. "Oh no. Of course not. I understand that you couldn't pick me up. Luckily Will was driving by."

"Speaking of Will, where is the man? Aren't I supposed to be meeting him?"

"Yes," said Emma. She started for the door. "Wait here. I have to catch him before glee club starts."

Carl grabbed Emma's hand. "Actually, I have a better idea."

* * *

"Great job everybody." Will wrapped up glee practice. He handed out sheet music to all the club members. "I want everyone to have this learned by our next practice Thursday."

Everyone accepted the sheets and then made their exits. "Thanks for letting my uncle sit in Mr. Schue. He hasn't heard me sing in years." Mercedes beamed.

"It's no problem," said Will. He smiled for her benefit. It's not like he could have said no, even if he wanted to. What kind of an impression would that have made?

"You were great," Carl said to Mercedes giving her a goodbye hug. "I'm very proud of you. Jim has a right to be boasting."

"You can walk me out," Mercedes offered. "My dad is waiting outside. You can tell him that yourself."

"Uh, no," said Carl. He looked over at Emma. "I'll talk to him at work."

Mercedes raised an eyebrow toward Emma. "Okay," She shrugged her shoulders then walked out.

"I had no idea you knew Mercedes," Emma spoke up.

"Yeah, us dentists tend to flock together," He turned to Will, "It was nice to meet you Will. Sorry if I was an inconvenience though. I just really had to see little Mercedes sing. Well, it's more like big Mercedes now," he laughed.

Will really wanted to not like this guy. He really wanted a reason to just hate him, but it appeared as if there were none. The guy was polite, charming, had a sense of humor, the only thing wrong with him was that he was dating the woman he was in love with. It almost irritated Will that he couldn't find a flaw.

"It's not a problem Carl. Mercedes seems to think quite highly of you and anybody who is important to Emma is important to me," he smiled.

"Good to hear," said Carl. He smiled at Emma. She put her hand in his and they started to walk out.

"Bye Will." Emma said over her shoulder.

"Wait," Will finished putting papers into his satchel, closed it, and stumbled after them. "I'm leaving too. I'll walk out with you." He couldn't stand the thought of having to watch them walk away all lovey dovey.

They waited for Will to catch up. "There's a dental workshop coming up," Will said as he caught up with them. "Maybe you'll be there?"

"A dental workshop?" Carl thought. "Oh yeah, I never sign up for those, but I guess I could make an exception." Him and Emma shared a smile.

"Nice car," Carl said once they had reached the parking lot and Will made his way toward his new convertible.

"Thank you," said Will.

"The white hybrid is mine," Carl pointed. "I'm all about saving the environment."

Is this guy just perfect, thought Will. "So am I, but they were all out of hybrids when I looked," he said as he entered his car. He mentally beraded himself until Emma and Carl were out of ear shot. Then he beraded himself loud and clear.

* * *

The dental workshop was what most students at McKinley tried to avoid, because of it's sheer lameness, but this year, there were a few more participants.

All the girls had to go just to get a quick glance at the hot doc Carl Howell. According to popular cheerleaders Santana and Brittany, he was quite the stud.

"This line is taking forever," Santana looked over to Brittany.

"Yeah, it's not moving," said Brittany. "Do you think he died up there," she whispered.

* * *

Carl Howell would normally not be excited at the idea of going to a dental workshop. He felt that doing them was a little below him seeing as he'd been in practice for ten years. But the fact that he could possibly spend more time with Emma warmed him to the idea.

"Knock knock." He stuck his head in Emma's office door.

"Hey Carl." Emma got up from her desk and gave him a kiss. She noticed someone beside him. "Who is this?" she inquired.

"Oh, this is my assistant Britney."

"Pleased to meet you," Britney stuck her hand out. Emma looked at it.

"Oh right," Carl's assistant retracted her hand. "Doctor Howell says you don't shake," she giggled friendly.

Carl looked at Emma, "She's working on it," he said assuringly. Though Carl loved her quirks, Emma's OCD was a problem and Carl had promised Emma that he would help her conquer it.

"Oh," Britney outstretched her hand again.

Emma took it, trying to look less uncomfortable as possible, just to prove a point. She had no idea why she felt the need to, but she did.

"It's nice to meet you Britney. Has anyone ever told you that you look like-"

"Britney Spears?" Britney asked knowingly. "Yep, who hasn't told me that? And the name doesn't help," she chuckled. "Well, I'll leave you two alone. I'll go set up Dr. Howell."

Carl nodded. "So Em, when would be the best time to sneak in to see you? When's your lunch?"

Emma hesitated. She had been spending lunch with Will everyday since they got back on good terms.

"Noon is the time, but would you mind if Will joined us?"

Carl arched an eyebrow.

"Right," said Emma. "I'll tell him no for today."

Carl laughed. "It's not that I don't like Will. It's just that I was looking forward to this workshop only because it meant that I could spend time with you. I don't want to share you." He smirked.

"Right," Emma repeated.

Carl turned toward the end of the hall. "I got to go. There's quite the line building up." He gave Emma a kiss on the cheek, "See you at noon," he made his way toward the end of the hall.

"Yep," Emma felt her cheek. "See you at noon."


	4. Misunderstanding?

Dr. Howell examined more than 50 students by noon. And there seemed no end to the line in site. More and more girls lined up to see him and there were quite a few boys lining up to get a look at the Britney Spears lookalike assistant.

Carl almost didn't want to take the time off to go to lunch with Emma. He needed all the time he could to make sure he got to every single kid.

"Knock knock," Carl said as he knocked on Emma's door.

Emma looked up from her work. "Hey Carl," she looked at her watch. "12 o'clock on the nose. I thought maybe the kids would hold you up a bit."

"Nope," said Carl. "There are dozens of them out there. I knew there was no way I was going to get to them all anyway so I may as well take a break." He sat down in what was usually Will's seat.

"And some of them, I could have sworn I had examined already. Is the workshop usually this popular here? If so, I'm surprised Figgins only called for one dentist."

"Well," said Emma. "There usually aren't nearly as many kids. Usually the dentist would have wrapped up by now. Most of the kids find it lame."

"Hmm," said Carl. "Well maybe mine and Britney's good looks motivated them," he put his hand under his chin in a model pose.

Emma laughed, partially because she knew it was probably true. All of the girls, besides Mercedes had absolutely swooned over him when he had sat in at that one glee practice. Surely Carl had taken noted of it whether he let on or not. It almost reminded Emma of how she once fawned over Will. The same look was definitely in each of the girl's eyes. And his assistant Britney was quite the looker as well. Emma herself had noticed her similarities to a one Britney Spears.

"Well Carl, you are pretty dreamy," She smiled and leaned over for a kiss. Carl began to lean as well when suddenly there was a knock at the door.

"Hey Em," Will barged in. He paused when he saw what he had walked in on. Emma and Carl repositioned.

"Oh, sorry," Will frowned.

"Don't worry about it," said Carl. "What are you doing here exactly?"

"Well, that's the thing Carl," said Emma. "I haven't had the chance to tell Will that I wasn't eating with him today. I was going to go do that now, but I didn't know you would be exactly on time," she laughed nervously.

"Oh," said Will. "When I saw you weren't in the teacher's lounge, I just knew you would be in your office," said Will. "Sorry, once again." Will began to walk out.

Carl pondered. "No, wait Will," said Carl. Will paused. "I'm sorry," he looked at Emma. "I'm sorry for asking you to not share your lunch with Will. Apparently it's too big a deal to you," Carl scowled.

"Carl, like I said," said Emma. "I didn't have the time to tell him."

"You couldn't take out five minutes," Carl accused. "And when I walked in, you could have told me then that you hadn't told him. What were you thinking Emma? You knew he would come here to look for you." Carl got up and walked pass Will.

"Hey man," Will grabbed his arm. "I think you're overreacting."

Will shrugged his arm free and looked back at Emma, "No bro, I think I've made the perfect reaction. I have patients to see."

Emma began to sob once Carl left. Will rushed to her side. He wrapped her in his arms. "It's okay Emma. This was completely blown out of proportion." he said trying to soothe her.

"No, that's the thing," said Emma. "He's right. I got butterflies at just the thought of having to tell you we couldn't eat together today," said Emma. "And I was completely dreading the idea."

Will celebrated in his head a little. "And why is that," said Will hoping for the right answer.

"I don't know," said Emma. She raised up. "What if he breaks up with me," said Emma. "I do love him."

Will's heart dropped into his stomach. That was definitely not the right answer. "It's okay Em," was all he could say. Emma dropped back into his arms.

* * *

"Doctor, you're next patient's ready,"

"Thank you Britney," Carl got out of his office chair and swiftly walked to the waiting room of the Lima Central Dental building later in the day. When he got up front, he was very surprised at his next patient.

"Will, what are you doing here," he suspected. He narrowed his eyes.

"Nothing," said Will. "I'm just here to get my teeth cleaned," he opened his mouth to expose his teeth. "See," he pointed. "I need it bad."

Carl fought a chuckle. "Just come on," he said irritated. He lead the way.

"So why are you really here," Carl asked when they were in his examining room. He put a smock around Will's neck after he'd sat down.

"It's Emma," said Will.

Carl shook his head knowingly. "She really loves you," said Will. "You can't just let her go."

Carl stuck a mouth mirror into Will's mouth. "It appears that it's you she loves Will. She can't even cancel a lunch date with you to spend time with me."

"Yeah," said Will. He talked despite the mirror in his mouth. "But that's just because Emma's a sweetheart. She just didn't want to let me down," he assured.

"It's more than that," Carl removed the mirror and replaced it with a dental explorer. "I know how sweet Emma is, but I also know if it would have been anyone else, she would have cancelled in a heartbeat. There's something about you Will. She isn't over you."

Will put his hand on Carl's arm to stop his examining. He sat up. "Listen to me Carl, this is probably one of the hardest things I've ever had to do, coming to you like this, but she has," he paused. "She has let me go. She loves you and I wouldn't be here if she didn't."

"Why are you doing this Will?" Carl put down the explorer.

"Because I love her," said Will.

* * *

Carl stopped by Emma's house after he got off work. She had been calling him nonstop and he had been ignoring her calls. Now he was the one hoping she would answer the door. He'd really been a jerk to her.

Emma opened her door, tissue in hand. "Carl, what are you doing here?"

"Oh Emma," he walked into her arms. "I'm so sorry I made you cry. I just-I totally overreacted earlier. Will you ever forgive me?"

Emma let go of the hug. She looked at him perplexed. "What brought about this turn around," she asked. She wiped her eyes with her hands.

"Will," said Carl.

"Will?" Emma looked more perplexed.

"He came by earlier. He actually campaigned for you." Carl chuckled. "I'm so proud of you," he grabbed Emma's hand. "You wiped with your hand. And you didn't even flinch."

"There's no time for OCD at the moment Carl," Emma smiled.

Carl kissed her hand. "I love you Emma."

* * *

**The End...I kid :P**


	5. Actions of a Broken Hearted Man

**I've noticed that I've written two very Carl centered chapters, so for this one I went back to more Wemma interaction. I've also reintroduced Terri. Thanks to Pretty Persistent for giving me the idea(:**

* * *

"Thank you Will," Emma said as she walked into Will's office the day after the lunch fiasco. "Carl told me that you came to him yesterday and told him not to worry about you and me. I want to thank you for that."

"It's no problem Emma," Will said as Emma took the seat across from him. "I can tell that you really do have strong feelings for him. I had to do something to help you."

"I know that must have been hard for you Will. I'm sure the prospect of me and Carl breaking up would probably be a dream come true," Emma said knowingly.

"You know me all too well," said Will admittedly. "But we're friends now. I did what a friend would do."

Emma reached into her bag and pulled out a paper bag lunch. Will's eyes widened in surprise. "What happened to the plastic containers full of fruit?"

Emma smiled. "You know I've been seeing a therapist for my OCD. Carl has been helping me as well. I'm now able to eat foods without wiping the surface down first," Will paused. She hadn't wiped down his desk before she pulled out the bag. "Carl noticed yesterday that I can now wipe my eye with just my hand, so he encouraged me to try to eat lunch like this today. It would be one more step in the right direction." she smiled.

"Emma, all those are great achievements," Will said with pride. "Pretty soon you'll be completely cured."

"Well there is no exact cure," Emma reminded Will. Will watched Emma as she took a peanut butter and jelly sandwich out of her bag. It was contained in a plastic bag. Surely Emma would have trouble getting the sandwich out without freaking out about the bits of jelly that had spewed out onto the inside of the bag.

But alas, she got out half of the sandwich and took a bite. Then she licked some of the stray jelly off of her finger. "Who says there's no cure?" Will breathed as he swallowed hard.

"What?" asked Emma. She swallowed the bit of sandwich she was chewing on.

Will snapped out of his trance. "What? Oh nothing," he shook his head. "It's just, you're amazing. You know that right?"

Emma blushed. "So, what's going on on the Terri front? Has she gotten the picture yet?"

"Sadly no," Will sighed. "It's too bad she hates you. I'd ask you to counsel her sometime," he smiled. "I'm pretty sure the therapist she is seeing is a crock, and that's if she is even really seeing one at all."

"What about the guy she's seeing?" Emma inquired. "He's completely fine with her using him like this?" she continued to eat her sandwich, licking her fingers every now and then. Each time Will would follow the action with his eyes. It was like looking at a new person.

"The thing is," said Will. "I don't think he knows he's being used. All he could do is rave about her when I met him at Vocal Adrenaline's Invitational this weekend. I would have told you all about it yesterday if it weren't for, ya know." Emma nodded.

"Anyway well he came to me and was like Will Schuester, I've heard all about you yada yada. And how could you let her get away and all that nonsense. Anyway, he doesn't seem the type who would go along with being used. So I think he must not know," Will concluded.

"So are you going to tell him?"

"No, of course not," said Will. "What for? So he can leave her? No, I'm banking on the chance that she actually falls for the guy. Then I can be rid of her for good."

"I see," said Emma, shaking her head in concurrence. "Well, it sounds like a plan."

After a moment, "Will, why didn't you come to my office today? I had to come to you."

Will paused for a moment, surprised a little by the question. "I wasn't sure if I was welcome there," he said solemnly. "I didn't know on what terms you and Carl were on. I didn't know the mood you'd be in."

Emma smiled. "You're always welcome there Will." She grabbed his hand. "And if you ever weren't, you would know for sure," she winked and then laughed.

Will loved her laugh and he loved her hand on his. He loved that part especially because he had watched her lick her fingers the whole time she'd been eating her sandwich yet she still placed her hand on his without even the thought of reaching for some Purell.

He thought he loved her before, but that was nothing compared to how he felt now.

"Emma, I" _Ding_, the lunch bell rang.

"Oh," said Emma. She packed her lunch back up in her bag and made her way to the door. "I have a meeting which starts directly after lunch," she explained. "I gotta hurry."

Will watched her leave. Maybe it was best that she didn't hear what he was about to say. Carl was good for her. That was made obvious to him now, but she was good for him.

* * *

Will went home and wallowed. It was hard being Emma's friend. It was hard being so close to her that he could touch her, but not close enough so that he could kiss her.

It was hard having to imagine her with Carl, when all he wanted was her here with him. Will then realized that Emma hadn't seen his new place.

He grabbed his cellphone and started going down his Contacts to find Emma's name to invite her over, but right when he got to the E's, he started to have second thoughts. What if Carl decided to tag along? More than likely he would. Will quickly put his phone back down and went back to sulking.

He heard a knock on the door. He went to answer it. Surely it couldn't be Emma. She had never seen his place. "Who is it," he asked before opening the door.

"It's your wife," came the sound from the other side of the door.

"Go away Terri," Will groaned in frustration. He was not in the mood to deal with her.

"Why," asked Terri. "What, do you have the harlot in there with you? Am I interrupting something?"

Will hadn't told Terri that Emma was seeing someone else. Frankly he thought it was none of her business. "No, she's not here Terri. And I would really appreciate it if you stopped calling her that. What do you want?"

"Well, open the door and you'll find out."

Will grudgingly opened the door. He was curious as to what exactly she wanted. As soon as the door was open enough, Terri blew past him. "Nice place Will. You keep it so clean. I'm sure that's her doing."

"Why are you here Terri? If it's just to badmouth Emma, you can do that somewhere else," He gestured toward the door.

"This isn't about Emma Will. This is about us," she began to advance toward him.

"There is no us," Will said adamantly, walking backwards away from her.

"But isn't there Will? Dustin told me he met you this weekend. You could have told him that I was using him, but you didn't," she continued to move toward Will. "And why didn't you tell him Will? I'll tell you why, because you like this game we have Will. You like being fought for." she grabbed Will and began to kiss him forcefully.

Will struggled to free himself from Terri's hold. He flailed and wiggled until eventually he gave in.

* * *

**:O **


	6. Plan Win Emma Back is game back on

Will sat on his couch and contemplated. He could not believe that he had kissed Terri:

"_I knew you still loved me," Terri said as she separated from their kiss. "You must really love that harlot since you just cheated on her." she smirked._

_Will wiped his mouth fiercely as if to wipe the Terri off his lips. "I don't still love you," he breathed._

_Terri folded her arms around her chest and stuck up her chin. "I don't," Will repeated. "I love Emma."_

"_You just cheated on her," Terri cocked her eyes._

"_Do, I didn't," Will yelled. He would never do that, again. "Me and Emma aren't together. We haven't been together since last May."_

_Terri's mouth gaped. "You guys aren't together?" she questioned. "This entire time, you've been available, and you have rejected me," she looked shocked. "Why?"_

"_Because, I don't want you Terri," he said irritated. "I haven't wanted you since the day I found out the truth,"_

_Terri put her head down, she knew all about the day he was talking about. She raised her head, "Then why did you kiss me just now?"_

Why had he kissed Terri? Had the thought of Emma moving on and being happy with Carl gotten to him that much? He got up from his couch and went to bed. He had done enough thinking for today.

* * *

"So, what's new on the Terri front?" Emma asked during lunch the next day.

Will nearly choked on his yogurt. "Oh my goodness," Emma rushed to his side and started patting his back.

"Are you okay," she asked concerned.

"I'm fine," Will coughed. "That question just caught me off guard," he looked up reassuringly.

"Oh," Emma said as she walked back to her desk. "Did something happen?"

Will wanted to say no. He wanted to completely forget the fact that he had kissed Terri. It was a weak moment of desperation, but he couldn't lie to Emma. Not about something this big.

"I-I," he stumbled on his words. Emma leaned over in her seat very much intrigued. "I kissed her," he whispered.

"You what?" Emma asked. "I couldn't hear you."

"I kissed Terri," he almost yelled. He placed his hands over his mouth.

"Oh," said Emma. She sat back in her seat and began to fidget with something on the table.

"Oh," asked Will. "That's it?"

"Well why did you kiss her Will?" she continued to fidget, not making eye contact.

Will pondered. There was no right answer. If he told her it was because of her, she'd be mortified. If he made up a lie, it would be just the same. What kind of damage would he cause if he said he actually wanted Terri? He shuddered at the thought. Luckily Emma's head was down. so she didn't notice it.

Will leaned in. "What would you say if I told you I did it because of you?"

Emma looked up. "Because of me?"

"Why do you look so surprised," asked Will. "I love you Emma. I've always loved you and I don't think I'll ever stop. It kills me that you're with Carl." Will took a breath at the relief of finally saying it all out loud.

Emma looked perplexed. That clearly wasn't the answer she was expecting. "Oh, I thought that you were going to say that you loved Terri and you wanted her back."

"Loved Terri," Will winced in disgust. "I can never love her she practically raped my mouth."

Emma stifled a laugh. "I still don't get how you loving me lead to you accepting this kiss?" she said it as a question as if she needed confirmation as to whether Terri was the one to start it.

"She came along saying I still love her or whatever because I didn't tell Dustin she was using him. She has no idea that the reason I didn't tell is quite the opposite."

Emma nodded. "Go on."

"She said some bologna able I like being fought for and then she just planted one on me. I tried to resist, but I was feeling crummy, so I gave in for just a second," he held up his index finger and thumb to indicate the small period of time.

"Un huh," Emma encouraged. She took a sip of tea.

"I wouldn't have," Will tried to assure. He wanted Emma to be sure that this was a once in a lifetime moment, "had you not come to my office that day all confident and progressive. I became jealous Emma. I was jealous that Carl was the one who had caused your progress. I wished it could have been me. I wasn't in my right mind. I probably would have kissed the mailman had they shown up at that time."

"I see," Emma put her cup of tea back down. "I don't know what to say Will. I thought you had changed."

"What?"

"I thought you were through being a whore. Someone who just goes around randomly kissing people. I thought you said you didn't want to be that person." she said, with a hint of anger in her tone.

"Emma, you don't understand. Would you have rather I said I kissed her because I meant it," he asked irritated.

"I would have rather you said you didn't kiss her at all," Emma said narrow-eyed.

"Well," Will smirked. "It almost sounds like you're jealous."

"What?" Emma looked shocked.

Will shook his head. "It seems _you're_ the one who likes being fought for." he raised up out of his seat. "You can't have it both ways Emma."

He walked toward the door. When he reached the handle, he turned back. "Emma, by the way, I love you."

He smirked. Emma just stared after him looking perplexed.

* * *

For the next couple of weeks, Plan Win Emma Back was game back on. Her slight hint of jealousy was all the motivation Will needed.

Will couldn't just flat out ask Emma out or anything direct like that. He had to be calculating and what better way to get to Emma then through the glee club?

After the kids saw Carl's Britney Spears lookalike assistant, they all decided they wanted to cover her. Will was not a very big Britney fan and shunned the idea, until Emma mentioned how Carl used to be in a boy band in the 80s. Suddenly the idea of doing Britney didn't seem so bad.

He organized a school assembly to the performance of Toxic. He could possibly get more members for glee and show Emma how hip he was. Win win.

Will thought it was all good until he came up to Emma and she said "You look like a member of Kids Incorporated." That wasn't quite the reaction he was looking for.

Surely his upcoming Rocky Horror musical would impress her. She always said it was one of her favorites. Will thought Emma would be a great Janet to his Rocky.


	7. Rocky Horror Will Show

Will was flustered. With only one week until the show, he was still having trouble getting participants.

After Sue's exaggeration at the Britney assembly, Figgins had insisted that Will have each of the glee members as well as anyone planning on attending the event have their parents sign a permission form. That way the school couldn't be held responsible in the event of a repeat.

Everyone was fine with getting parental approval, but Mike Chang had opted out. Will needed an Eddie.

With that part uncasted, the entire show was in jeopardy. Mike played a small but important part. Will was pondering his options when he heard a knock at the door.

He looked up and could see Carl from the glass of the door. He motioned for him to come in.

"What can I do for you Carl?," he asked as Carl made his way in.

"Emma tells me the glee club is going to be putting on a performance of Rocky Horror Picture Show. It's a little unorthodox, don't you think?"

"Well," said Will. "Rocky Horror is a musical. Glee club is a musical club," Will said smugly, as if it were a logical conclusion.

"It also happens to be Emma's favorite musical," Carl interjected.

"Is it?" asked Will. "What a coincidence."

"Lets cut the crap Will," Carl said brassily. "I know you're going after Emma. First you make a fool out of yourself performing Toxic, Emma told me about that," He added once Will looked shocked. "She also said she was nearly trampled. But anyway, first that and now this. I thought after our talk in my office, you would back off and let her be happy, with me."

"You're right," said Will. "I was going after her with Toxic, but that's over now. Have a seat."

Carl reluctantly took the seat across from Will.

"I just really thought Rocky Horror would be a good idea, you know with Halloween coming up, and I never miss out on possible opportunities for getting new members," he paused. "Say, how bout you be in the musical?"

"Me?" Carl looked confused.

"Yeah, well I've been having a hard time casting a few spots. I think you could be a great Eddie, if you're interested."

"Well I don't know Will. Singing and dancing really isn't my thing."

"Relax Carl. Eddie only gets one song. He's barely in the production at all. I'm sure it would mean a lot to the kids, and Emma if you do it. Emma's a fan of the movie you say?"

After a moment of pondering, "Fine, I'll do it." he shook Will's hand. "I'm glad to hear that you're not still pursuing Emma."

"Of course," Will accepted the shake. What Carl didn't know was that Will very much had intentions of pursuing Emma through Rocky Horror. Having Carl be Eddie would be cake. The guy had no idea how to sing or dance. He'd make a fool out of himself in front of the whole school, and Emma.

* * *

"Mr. Schue, I understand that being in a wheelchair makes me playing Dr. Scott a given, but do you really think that me playing his uncle is convincing?" Artie gestured toward Carl.

"Come on Artie, where's your imagination," he looked toward Carl then back. "Maybe we'll give you a wig and a fake mustache. Yeah. Everybody take five."

Will watched as the kids dispersed from the rehearsal. "Will, I'm with Artie. This does seem a little weird. I mean, I'm the only adult in this thing."

"Relax Carl, you'll do fine," Will smirked at Carl in his biker Eddie getup.

Carl nodded in acceptance, "So when shall I do my song?"

"No," Will said sharply. Carl raised an eyebrow. "You know how sometimes actors don't rehearse the kissing scenes. It's sort of the same kind of thing. I want to keep it genuine when the time happens," he shook his head in assurance, glad he was able to come up with a cover. No way was he going to risk Carl perform in front of the kids for them to tell him how bad he is. It could ruin everything.

He turned, "Hey Puck. Eddie's death scene is up. You ready?"

* * *

Will was so excited opening day. He could just imagine how impressed Emma would be.

"_Will, that was great. I loved it. Can we talk in here?" she'd lead him into a storage closet._

"_Carl was awful," she'd say as she'd wrap her arms around him. "He'd never be as good a singer as you."_

"_Well," he'd smirk._

"_I was feeling done in, couldn't win" she'd sing._

"_I'd only ever kissed before," she'd touch his lips._

"_I thought there's no use getting into heavy petting," he'd take a deep breathe._

_"It only leads to trouble and seat wetting," she'd take his hand._

_"Now all I want to know is how to go," and lead it to her shirt._

_"I've tasted blood and I want more," she'd undo a button._

_I'll put up no resistance, I want to stay the distance," and stick his hand inside._

_"__I've got an itch to scratch, I need assistance," she'd undo more buttons._

"Will, Will?" he was shaken out of his fantasy.

"Yes, what," he responded.

"I was just saying good luck. I can't wait to see Carl. I'm glad you've put him in the show. It means a lot. "

"Of course Em, he'll be a great Eddie."

"I'm glad you've given up on trying to impress me," she smiled. "Well, I better take my seat. I've already wished the kids luck."

"See you after the show," he waved.

* * *

Will watched the performance from backstage. Finn and Rachel were great as Rocky and Janet and Puck was the perfect Frank-n-Furter. He had completely let go of his initial prejudices and was actually doing a good job. Hopefully the bullying he would surely receive wouldn't be that bad.

"Here goes nothing," Carl rolled onstage in his bicycle the prop guys did a good job of making look like a motorcycle. Will looked out to the stage with a grin. This was going to be great.

_Whatever happened to Saturday night_ The audience started to cheer.

_When you dressed up sharp and you felt alright?_ Will's mouth gaped open. Carl sounded great, phenomenal and the crowd obviously loved him. This wasn't good.

Will watched in horror as everyone enjoyed Carl's performance. Girls were literally swooning, well one woman was. Emma. It almost broke Will's heart to see Emma acting like that over anyone that wasn't himself.

When the time came for Eddie to get the ax, the whole audience was groaning. They didn't want Carl to have to go. It was unbelievable.

"Will, they loved me out there," Carl said as he made his way backstage.

Will just smiled uncomfortably.

"Carl, you were great," They both turned to see who had spoken.

It was Emma, still in fangirl mode. She had made her way backstage. "Thanks Ems," Carl smiled. He gave her a hug. Emma made no indication of being grossed out by the fake blood on Carl. "You do know that the show is still going on right?"

"Oh yes of course," she laughed. "I just had to tell you how good you were. I had no idea you could sing."

"Yeah, well you never asked," Carl smirked. I used to be in a boyband in the 80s. We never signed though. It just wasn't my passion you know."

Will hit his forehead with his palm. "And your passion was dentistry," he interrupted.

They both turned toward Will. "Hey, how bout you get cleaned up and we'll watch the rest of the show together," Emma offered.

"Sounds like a plan," Carl smiled. He turned to Will. "Thanks again for letting me in the show Will. It was great," he winked.

Will smirked. He went back to the curtain to continue watching the show. After a moment, he could hear applause coming from the audience. He turned to see the audience giving Carl a standing ovation as him and Emma went to their seats.

This was not at all how Will envisioned this night would end.

* * *

**Thank you to everyone who's paying attention to the story. Reviews are always helpful(: **


	8. Someone else enters the picture

"Okay class. Hand in your assignments. The bell's about to ring," Will said at the end of yet another school day.

One student came up to Will's desk sneezing. "Are you okay Ronny? That's quite the cold you seem to have come down with."

"I'm fine Mr. Schue," he replied. He handed his paper out to Will. As soon as Will's hand made contact with the page, Ronny let out a big sneeze all over Will's hand and the assignment.

"Sorry," he said apologetically.

Will grabbed a kleenex from off his desk. "That's okay," he assured as the kid walked away. Will wiped off his hand and Ronny's paper as the rest of the kids placed their assignments on Will's desk before making their way out.

By the time Will got to his car, he felt a sneeze coming. He stifled it and carried on his way. He coughed once as he watched TV that evening, but thought nothing of it.

As he fell asleep he felt a tickle in his throat. By the time he woke up the next morning, he felt terrible. He had a splitting headache, his throat felt like there was a rock inside it every time he would swallow, and he was burning up. There was no way he could make it to work today. He was sick.

He sat up in bed and reached for his cell phone.

"Figgins, I don't think I can make it to work today," he said in a raspy whisper.

"What?" Figgins yelled into the receiver. "Speak up William. I can't hear you."

"I said I can't come into work today," he strained. "I'm sick," he rubbed his throat.

"Oh, I see," said Figgins. "You sound horrible. Don't worry. You just sit and rest. I can find you a sub."

"But what about glee club," Will coughed. They had practice today. They couldn't miss practice this close to sectionals.

"Don't worry," said Figgins. "I'll make sure they know that you have that after school. I'll give them your whole schedule. Get well soon."

"Thank you," said Will.

"It's not a problem," said Figgins. "And William, I'm praying for you."

With that, Will hung up his phone and went back to sleep.

* * *

"Knock knock," Emma walked into Will's office before school she thought it would be nice to say a quick hello to Will before she went into her office. She paused when she didn't see Will at his desk. Instead she saw a woman, a nice looking woman with long blonde hair. She looked up from some paperwork when she heard Emma.

"Oh, I'm sorry," said Emma taken aback. "I was looking for Will. Who are you?"

"Oh hi, I'm Holly," she got up from Will's desk and made her way towards Emma. She held out a hand, "I'm Will Schuester's sub. Nice to meet you."

Emma breathed a sigh of relief. She shook her hand without hesitation. "Why does he need a sub? Is he sick?"

Holly nodded. "Apparently he sounds awful. He might be out for a while."

"But what about glee club?" Emma gasped. They needed Will with it being so close to competition time.

"I'm overseeing them," Holly exclaimed. "It shouldn't be that hard. He's already emailed the assignment for them. It's basically just an extension of what I'm doing already anyway," she shrugged.

"You know what," said Emma. "I know the glee club pretty well. If you need any help this afternoon, you can come ask me. My office is down the hall. You can't miss it. It's all glass," she chuckled.

Holly smiled back. "Sure. I'd like that. Thanks."

Over the next week, Emma and Holly sort of became friends. Emma gave her a hand when necessary and a seat at lunch. It had been a long time sense Emma had a girl friend, or a friend in general besides Will. She liked it.

"So, I finally get to meet Will today," Holly announced as she sat down at their lunch table.

"Excuse me," Emma asked perplexed.

"Today's my last day," Holly explained. "Apparently Will called Figgins earlier. He explained that he felt well enough to come back tomorrow. He's coming by later today for me to feel him in on everything. That makes more sense than me having to come back up to the school tomorrow. How thoughtful."

"Well, Will tends to be," Emma nodded. "Aw, I'm going to miss you," she pouted.

Holly laughed. "You can call me anytime Ems. I believe you have my number."

Emma smiled. "I'm going to miss that glee club though," said Holly. "Those kids really grew on me."

"It's okay," said Emma. "I can call you and let you know how they did at sectionals next weekend. More than likely I'll be going." And with that, they finished their lunch.

* * *

Will walked toward his office feeling healthy as ever. His debilitating cold had been reduced to nothing more than a slight cough. He could predict that by the end of the weekend, he would be back to 100%.

At first when he walked into his office, he nearly jumped. There was someone hunched over in his seat. All he could make out of the person was a head full of blonde hair. For a split second he feared she might be Terri. "Excuse me," he said cautiously.

The woman lifted her head up and smiled. Will sighed at the relief that she wasn't Terri. She wasn't Terri, but she was quite beautiful, he noted.

"Hello, you must be Will Schuester," she presumed. She raised up and walked toward him, extending a hand. "I'm Holly. I've been your sub for the past week."

Holly spent about fifteen minutes filling Will in about his class and the club. She even made a few jokes.

"So then I said to him if he came even two feet near me, I would fail him," she laughed. "I'm guessing he's the one who got you sick."

Will laughed as well. "Well," said Holly. "I guess I'll be going." She outstretched a hand. "It was nice to meet you Will Schuester."

Will stared at Holly's hand. He frowned. He didn't like the idea of never seeing her again. She seemed like someone he'd like to get to know better. "Actually," Will looked up. "The kids have sectionals next weekend and according to you they've become very fond of you. Would you mind maybe coming to see them perform?"

Holly's eyes widened with excitement. "Yes, I would love to Will."

Will smiled in satisfaction. "Okay then, so I'll see you next weekend. Can I get your number?" He pulled out his phone.

* * *

"Hello," Emma said as she answered her cell phone later that day.

"Emma? Hi, this is Holly," she heard from the other end.

"Oh, hello Holly," she smiled to herself. "How's it going?"

"Well, it looks like you won't have to fill me in on how the kids did at sectionals afterall."

"Oh," Emma inquired.

"No, Will invited me to come," Holly gushed. "Isn't that great?"

Emma paused for a moment. "Yes, that's wonderful."

* * *

**What will happen at Sectionals?...You have to review to find out :P**


	9. Doubts

**The Sectionals in my story has a far more hopeful Wemma outlook than what we saw last week on Glee...**

* * *

Emma wasn't sure why she cared so much that Will had invited Holly to sectionals. He didn't need company seeing as she was already going. Obviously he asked her to come because he liked her. But why did she care so much?

Will was a grown man and could do whatever he wanted, besides she had Carl. That's what she had to chant to herself everytime she thought about the idea. And most importantly, they were both her friends. She should be happy for them, even if she had to will herself to be.

"Are you excited for sectionals tomorrow," Carl asked over dinner.

"Yeah," said Emma. "I really want to be there for the kids. I'm their biggest fan," she laughed. After a pause, "Holly's coming too."

"Oh," asked Carl in interest. "The woman that was Will's sub the other week? Why?"

"The kids really became attached to her while she was there," Emma explained. "This is some good spaghetti," she complemented their meal. "You should cook it more often. I've never had it with the cheese on it like this."

"Emma, are you okay," Carl chuckled.

"Yes, why?"

"It's just you always go off on a tangent and try to swiftly change the topic when something's bothering you," he laughed. "You're not bothered by the fact that Holly is going are you," he prodded. "Don't worry, she could never take your place."

"What," she asked. He surely couldn't be saying what she though he was saying.

"The kids love you Ems."

"Oh," she sighed. "Yes, of course."

"Was there something else," he questioned.

"Oh, no. You were absolutely right," she smiled and took another bite of food.

* * *

The bus ride to Sectionals was a little awkward for Emma. It appeared Will did have an interest in Holly as she'd expected seeing as he'd spent half the bus ride talking to her. When Holly went to the back of the bus to share in a group song with the kids Will asked Emma if she was okay.

"Yeah, I'm fine," said Emma. "Why do you ask?"

"You kind if seemed sad and quiet. When I was talking to Holly I could still see your face," he noted.

"Oh," she blushed. She really hadn't made any effort of hiding her discomfort.

"You don't mind my being interested in Holly do you?"

Emma took a deep breath. There was no way she was going to tell Will that it bothered her to see him talking with Holly. It would seem hypocritacle at best. She recited, "Will you're a grown man. You can do whatever you want, besides I have Carl," just as she'd say it in her head.

"Oh," said Will. "Then what's bothering you?"

Emma had to think fast, "Nothing. It's just all of this coupleness is making me miss Carl is all."

"Oh," said Will slightly let down.

"What," asked Emma.

"Nothing," Will answered. After a moment, Holly made her way back to her seat next to Emma upfront.

* * *

The competition went along smoothly for the kids. They easily outperformed their competion. Will had taught them well.

Ever since he had spoken with Emma he had sort of been less vocal with Holly and less engaged which forced Holly to talk more with Emma instead. They were talking about this or that when the announcers called for the three teams and their coaches to come to the stage.

Once Holly and Emma were left alone in their seats, "What's up with Will," Holly asked. "He seems distant and we haven't even gone out yet."

Emma smiled at Holly's attempt at a joke. She really had no idea what could have inspired his mood chance. It couldn't have been something she said. Emma had made no indiation of being jealous, even if she slightly was on the inside.

"Holly, I have to tell you something," said Emma. "And I have no idea why I feel the need to, but if you and Will are going to continue a relationship and if we're going to continue as friends I think you should know."

"What?," Holly asked curiously.

"Will and I used to date."

"Oh," said Holly shaking her head. "So would you be uncomfortable with us seeing each other or something?"

"What," asked Emma. "Of course not. Me and Will are way over, besides I have a boyfriend."

"Emma, I'm a woman. I know that doesn't matter. Besides, that would explain your sorepuss face back on the bus ride," she laughed.

Emma frowned. Was she really that obvious? "Honestly, the idea of you with Will does bug me. I know it shouldn't but it does," she put her head down. "I have Carl."

Holly opened up her mouth to speak but she was drowned out by the auplause of the audience. The winners were being announced.

* * *

As the kids made their way back on the bus screaming and cheering in victory, Holly made her way there as well. Emma looked back perplexed before taking her seat up front. Will took his across from her.

"Why isn't Holly sitting up here with us," she leaned over to asked Will.

"She wanted you and I to get a chance to talk," Will assured.

"A chance to talk," Emma said taken aback. "About what?"

"You lied to me Em," Emma stared as confused as ever. "You said that Holly and I didn't affect you."

Emma opened up her mouth to speak, "She said that out of respect for you, she couldn't start something up with me," he continued.

Emma closed her mouth but then opened it again, "I'm sorry Will. I didn't mean to mess anything up for you."

"But then," Will cut her off. "I told her that I understood because I was just getting ready to tell her that I couldn't ask her out either."

"What," asked Emma. "Why?"

"When you said that Holly and I didn't make you feel jealous, well honestly I was kind of disappointed. That's how I knew I wasn't ready for something with someone else. I still love you too much."

Emma's heart warmed. Will had already told her he loved her several times, but this particular instant touched her more than any other.

"I love you Em," he continued. "You have my heart and always will."

Emma began to sob. What woman wouldn't want to hear these words? But she instantly thought, "Carl."

Will put his head down, "I was hoping that maybe you were having some doubts."

Emma, after realizing that she had thought outloud reached past the gap between them and grabbed Will's hand, which in turn made Will bring his head back up.

"Will," she began. "I love you too." He opened his mouth in shock. "I do," she nodded in assurance. "But I also love Carl," he closed his mouth. His expression becoming pained.

"I'm very confused right now," she admitted. "I need some time to think."

Will nodded in acceptance. There was nothing else he could do at the moment but hope. He looked back at the kids and smiled at their rendition of 'Celebration' by Kool and the Gang.

* * *

**One more chapter left. Reviews would make me get to it a lot faster :P**


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